Okay so my renewal to update was brought upon the new episode with the Werewolf, I hope all have seen it, and if not then SPOILERS AHEAD! Kind of…And also the lovely amount of reviews, which I cannot begin to thank all of you -hugs-

Disclaimer: Don't own Ben 10 or it's characters, just this crack fic .

Note: Bold text will be part of the flashback but used to signify that it's what's actually going in the past, where as the Italics will represent Gwen's thoughts as she 'watches' what's going on. Regular text will signify switching back to regular perspective present tense.

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"B…Ben…" she cried out in pain. Something was wrong. Something was dreadfully wrong, upon hearing just Charmcaster her head started to spin, it was as if memories of fighting her just a week after she made her past self come to the future was slowly disappearing. When she switched bodies with Charmcaster and Ben in an whole array of confusion, everything was evaporating, her true memories were being replaced…

She found it odd she was the only one to remember how her world once was, and how Ben had no recollection whatsoever, and now she was coming to find, that maybe, she too, won't be remembering it as well.

X

"What's …hap-happening…AGH!!!" In an anguish filled cry she collapsed into the nervous arms of Ben as he tried to shake her in all his worry for her to become conscious once again.

She was dreaming…She could feel her body being as light as air, the brightness surrounding her-no she's wasn't dreaming…was she-was she dead?

Ben…? Ben where are you!!! BEN!!!

"Put in a good word for me 'kay Gwen?"

Ben? Is that you?! Ben!! Can you hear me?? Where am I!!!

"You see…the thing about a crush is, sometimes…you get crushed."

That's….my voice…what's going on here?!

There was her child like self, standing in Arizona with Ben and Grandpa Max, along with the two new people they met along the journey, her Grandpa's friend Mr. Green and his granddaughter Kai. She remembered it all too well. Ben had developed a crush on the girl just because she was dancing…

boys.

Here and now were the moments when he was asking her to get the girl to notice him, when she told off Kai for hurting her cousin's feelings and then the scene flashed.

One minute they were sitting on a rock discussing Ben's crush-Kai, and the next-

"Gwen…about that kiss-"

"Ben, don't it's fine-we should…we should try to find this…werewolf thing and-" he placed his hand on her shoulder and gave a slight smile. She looked up and returned the gesture while placing her palm on his hand.

"Gwen…I-kind of, you know, really….liked it." Her eyes widened and Ben dropped his hand. " I mean you know, I know it's-"

"Ben…I did too."

That's…not what happened, what's going on! Where's Kai, where's grandpa…

Her head was pounding, she could feel her body convulsing in real life but she couldn't break away from the scenes unfolding before her, what she had witnessed, she didn't remember as what had truly happened but then again…she felt it was familiar.

Her memories…they were…changing.

Ahhhh!!!!!! My head!!!! BEN!!!! HELP ME!!!

"I'm jealous. Alright Gwen? Happy? I'm jealous!" He abruptly stopped and as her lips tried to mouth out 'what' Ben with fury and pent up love reached for his cousin's shoulders and briskly kissed her.

To which Gwen did not deny.

"Gwen!" Quickly the two broke apart and stared at each other, silently begging for a solution. "Hey Gwen where are you?" Gwen pushed Ben into the nearby men's restroom and turned around to just meet Edwin rounding the corner.

"Edwin! Hey sorry I took so long I-"

"You okay? You look flushed…"

"Yeah…I well- haha, funny thing, I was in the bathroom and-" she looked up to see his face and thought it best not to go into fake details. " I'm feeling really sick actually…I think I should go home."

"Oh…really?" his shoulders deflated and she had to wonder if he was more concerned with not getting his date then her health, however fake her sickness may be.

"Yeah. I'm really sorry Edwin."

"It's-It's okay, hey maybe I can call you up sometime? I could just fly in wherever you are, and you know take you out, when you are feeling better that is…"

She could almost feel the anger radiating off of Ben, wherever he was hidden. "…Sure…Edwin, yeah that would be nice-whelp gotta go!"

"Gwen-wait you're number!" Halting she turned around and grabbed the conveniently placed pen within Edwin's hand, she almost gagged.

"Right, right." scribbling down her number, not bothering to make up a fake number for she was in too much of a hurry she rushed out of the old movie theater.

After leaning against a random wall on some random corner she exhaled and inhaled, trying to control her breathing and rapidly beating heart. So much had just transpired and she wasn't entirely sure she comprehended it all.

She had just kissed her cousin.

That much she was sure, and even more so, she rather enjoyed it and felt that it couldn't be any more right. Bringing her fingers to her lips she caressed them and smiled slightly at the image of Ben grabbing her and kissing her.

"Gwen-Gwendolyn!!!"

Ben…? Is that…you? Ben, I'm so scared! I don't know what's happening.

"GWENDOLYN! WAKE UP!"

I want to…I want to, I don't know if I can…

"Please….Gwendolyn, please just-"

He's crying…I want to-BEN!

Groggily she sat up, her hand slowly rising to cup her head gently, her eyes at first opening then shutting close instantly due to the light, started to open again as they adjusted to her surroundings.

"Gwen…Gwendolyn?" She felt her body rock back and forth and she became aware of the hands holding onto her, tightly holding her, causing the rocking motion. Her eyes dashed to her side and she immediately saw brown hair come into view and she smiled sadly.

He was crying.

"I thought I had lost you…you wouldn't-" A Hiccup. "You wouldn't respond, and then you started to shake and yet you still didn't wake up!" he grabbed on to her tighter, the alarm was still going off but it was in the fading background, all she could comprehend at that moment was Ben and herself, his eyes on her, his tears on her, his hold on her.

"Ben…My Benjamin-" cutting her off he ravished her body as he kissed her desperately, a kiss that emphasized all his emotions, his fear of losing her, his loneliness even within those mere moments she was out, his love for her.

She gave back to him with equal desire, at the moment nothing else mattered, she didn't know what happened, or why it happened, and what would be the consequence of it happening but she knew that all she wanted was to stay like this forever.

'"BENJAMIN, GWENDOLYN!" Still grasping her body to him, Ben shot his head up in response to the names being shouted, and just like that the alarm that was seemingly fading within the darkness of their surroundings came back in full flash.

Grandpa and Edwin were coming, in order to retrieve them for obviously they realized they hadn't made their way to the appointed site, where criminal activity was taking place. Ben looked down at Gwendolyn for a while, his face clearly showing that he didn't want to stop, but as the steps came closer he dropped his hands from her waist and rose.

He didn't hold his hand to her to help her up. He had to stop the others from entering the room and seeing Gwen there. Exiting the room he came into contact with a worried looking Grandfather.

"Where have you've been? Where's Gwen, she's not in the room-Have you heard the alarm?? Charmcaster is on the loose, and it seems her apprentice is taking over the job and leading the attack."

Using her powers she did an invisibility spell and sneaked out of Ben's room as he kept Grandpa occupied, deciding to look like she was coming from the observational deck she finally made her appearance as Grandpa mentioned Charmcaster's apprentice.

Charmcaster…she never had an apprentice. At least not before young Ben and me came to the future…

"Apprentice?" Max looked up surprised while Ben walked away.

"Edwin's in the car?" Max nodded and Ben continued to walk but stopped at Gwendolyn's next question.

"…who's her apprentice?"

"Gwendolyn, are you okay? You know it's Kai."

Eyes widening she turned to look at Benjamin to see if he seemed to have any recollection of the girl and his having a crush on her. What she saw transpire across his face was something she was not ready for.

Hate.

"Ben…I did too."

"Really? I mean, of course, I mean-hah, cool…" she smiled at him and punched his arm playfully and as he grabbed it in mock pain he smiled back at her. "So…what do we do now?"

Gwen shrugged and looked around. "You seemed to watch that girl Kai…you think she's cuuute?" she teased but inside she felt her stomach churn. He grinned at her in response and crossed his arms.

"Yup. Cuter than you of course." He stuck his tongue when she stomped her foot and yelled out his name in fury. "Relax, Relax…I don't think she's cuter than you…"

She blushed at this and pulled at his sleeve. "Come on, we have to find that werewolf!"

"I'm feeling pretty itchy…"

Hate…why would he have hate? He never liked Kai? Kai never told Ben he wasn't her type? But when and why did she…Charmcaster!! Everything is screwed up! We met Kai again…and Charmcaster was there!

Looking back up at her grandfather and Ben's stiff form she started to remember, Kai had liked Ben because he didn't pay attention to her and was jealous that he spent so much time with her…and then Charmcaster used that to her advantage!

"Ben….why don't we go out?" Kai looked at Ben with half lidded eyes, her voice seductive. It had been three years or so since they last saw one another.

"Uh…um well ya see, I have summer homework to do and-"

"Oh stop it Ben! What is wrong with you? You would rather spend time with your nerdy cousin than me! Why is that huh?!" she bawled her fists and demanded an answer but Ben looked at her coolly, unfazed.

"Well I'll tell ya one thing, she is a lot nicer, funnier and better to hang with than you will ever be!" turning to leave he didn't see the utter hatred in the girl's eyes.

-

"If you want to get back at Ben….then come with me" her voice was so alluring and there was no escaping it. Charmcaster's specialty.

"Yes…"

-

"Kai!! How could you!"

"You didn't want me, and now I am going to take both you and your cousin DOWN!"

-

"Kai…" Her head was pounding, her body aching, all these memories flooding back to her, they were altering her previous memories and everything was being rewritten, she had remembered Kai not liking Ben, yelling at her for hurting Ben and never seeing her again…but now…Kai was Charmcaster's apprentice and now…she was with Edwin….and-

"Gwendolyn!" while squinting due to the immense amount of pain she saw Edwin run up to her, he was a handsome man, definitely grew out, broad shouldered, not too muscular, nicely comb hair and taller than herself.

But there was no urge to run to him, to take comfort in him, to kiss and love him. Only when she looked at Ben did that feeling arise in the pit of her stomach, throughout the veins of her body and core of her heart and soul.

"Edwin…" she let out breathlessly. Grabbing hold of her he called back to Max and Ben.

"You two go on ahead, someone needs to stop them, I'll care for Gwendolyn, we'll catch up." As he held on to her she watched Ben and all the emotions that ran through his face. At first it was worry when it looked like she was going to collapse again, then anger and jealously as she breathed out her fiancé's name as he caught her, and then regret and unwillingness as he turned to leave and save the world.

"Here Gwendolyn…let's lie down." Placing her on the couch comforter of the main room he placed the back of his hand on her forehead. " It seems you have a fever and-" Looking up to see why he stopped his diagnosis she scrunched her eyebrows in worry.

"Gwendolyn…where's your engagement ring?"

Ah-Hah finished!! Wow that was long, should I be making these shorter? You guys should review and tell me! Haha. I know it was probably confusing but here is the rundown.

Gwendolyn's memories are being altered, her past memories of her life until her older self we saw in Ben 10,000 are being replaced with how the young Gwen (now with the information of loving her cousin) is changing the past.

I.e.: all the romance with Ben, Ben never liking Kai, Gwen being with Edwin to get Ben Jealous. Etc.

So hopefully that explains it a bit more, hopefully I can revision later if anything or within the upcoming chapters it'll get clearer and maybe more enjoyable.

Please Review and thanks!